Brickworks (BKW) Scheme Meeting 2025 summary

Opening remarks and agenda

• Chair opened two consecutive meetings: the Brickworks share scheme meeting and the general meeting regarding performance rights for the proposed Topco CEO.

• Quorum confirmed, and meeting adjourned and reconvened as per agenda.

• Introduction of board, executive team, and key directors present.

• Meeting commenced following the closure of the Share Scheme Meeting, with an agenda covering the general meeting overview, resolution, Q&A, voting, chairman's address, and closure.

Board and executive committee updates

• Independent Board Committee led negotiations for the proposed combination, excluding directors with conflicts.

• Board unanimously recommends shareholders vote in favor of the share scheme, citing value creation and growth.

• Proposed appointment of Mr Todd Barlow, current MD & CEO of Soul Patts, as MD & CEO of Topco following the combination.

• The Independent Board Committee and Soul Patts Board both recommended shareholders vote in favor of the FY26 LTI grant to Mr Barlow, with Mr Barlow abstaining from the recommendation process.

Strategic initiatives and plans

• Proposed combination of Brickworks and Soul Patts under Topco aims to eliminate cross-shareholding and simplify structure.

• The combination aims to create a $16.9 billion ASX-listed company with a simplified, well-capitalized balance sheet and increased scale.

• Topco to raise AUD 1.4 billion via new share issuance to fund growth, pay down debt, and cover transaction costs.

• Brickworks shareholders to receive 0.82 Topco shares per Brickworks share, implying a value of AUD 36.33 per share.

• Implementation timeline includes court approval, ASX listing, and share allocation, with completion expected by 23 September 2025.